GitHub Registered Developer Agreement

GitHub is fortunate to have many developers integrating with our platform. We think that’s awesome, and we want to make that experience even better. GitHub’s Developer Program (the “Program”) helps us to connect with you, share information with you, and support your creative efforts better than ever before. The special relationship between GitHub and the developer community that the Program creates requires a special set of terms. Welcome to the Registered Developer Agreement (“Agreement”).

This Agreement is a legal agreement between you (“you”) and GitHub, Inc. (“GitHub”, “we”, or “us”). Be sure to read this Agreement carefully - it governs your participation in the Program, and we’re only willing to let you participate in the Program if you accept all the terms of this Agreement. By clicking “I Agree” below, or by participating in the Program in any way – for example, by accessing information about GitHub products or features that aren’t yet available to the general public – you’re agreeing to be bound by all the terms of this Agreement. IF YOU’RE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ENTITY TO THIS AGREEMENT, IN WHICH CASE "YOU" WILL MEAN THE ENTITY YOU REPRESENT. IF YOU DON’T HAVE SUCH AUTHORITY, OR IF YOU DON’T AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST SELECT THE "CANCEL" BUTTON AND YOU MAY NOT PARTICIPATE IN THE PROGRAM. IF YOU’RE A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT THE PERSON CLICKING “I AGREE” HAS THE AUTHORITY TO BIND YOU TO THIS AGREEMENT.

GitHub.com’s Terms of Use Will Apply

You need to have an account on GitHub.com in order to participate in the Program. By clicking “I Agree” at the bottom of this Agreement, you are also agreeing to be bound by the GitHub.com Terms of Service (the “TOS”). In the event of a direct conflict between this Agreement and theTOS, this Agreement will control; otherwise, both agreements will apply to you concurrently.

Program Terms

We post the Program’s benefits and guidelines (the “Program Overview”). As you might expect, the Program Overview will change from time to time. These changes will apply to you as a participant in the Program, so we encourage you to periodically review the Program Overview to keep apprised of any changes. For a variety of reasons, we might need to change, suspend, or discontinue the Program, or some of the benefits we offer. You agree that we can do those things without liability to you, except as specified in Section 8.

API License

So long as you remain compliant with the TOS, this Agreement, and the Program Terms, we grant You a limited, worldwide, non-exclusive, non-transferable license during the term of this Agreement to access and use our API (as defined in the TOS) solely for the purpose of developing, demonstrating, testing and supporting interoperability and integrations between your products and services and our products and services.

You promise not to do bad things with our API. Among other things, this means you won’t – and won’t allow or permit others to – modify, publish, sell, lease, license, distribute, or sublicense our API; decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from our API; reproduce, modify or create derivative works from our API; use our API to provide service bureau, application hosting, or processing services to third parties; incorporate or otherwise combine or integrate our API with any of your products or services; or use our API to engage in, support, or enable any kind of illegal activity.

We reserve the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part of it) with or without notice. It’s your sole responsibility to ensure that your use of the API is compatible with the then-current API. Other than the rights we expressly give you in this Agreement or the TOS, We don’t grant you any rights or licenses to our API, or to any other GitHub products or services.

Your Products, Services, and Integrations

Your products, services, and integrations (collectively, your “Products”) are your responsibility. That means that you’re solely responsible for developing, operating, and maintaining all aspects of your Products; ensuring that all materials used with or in your Products are legal in all the jurisdictions where your Products are used, and don’t promote illegal activities; obtaining any rights or licenses necessary to use and/or distribute any third-party software that you use, include, integrate, or distribute with your Products; and providing your end user customers with the same high-quality technical support for your Products when they operate in conjunction with our API or any other of our products and services as you do when they operate on their own.

Marketing and Publicity

Marketing and publicizing your integrations with GitHub is valuable to both of us. We want to be sure that happens in the right way, so we’ve included some language here to help clarify some basic “dos” and “don’ts”.

You agree that you won’t make any representations, warranties, guarantees or endorsements to anyone on behalf of GitHub (including, among other things, any GitHub products or services). Unless we specifically say it’s okay in the Program Terms, you promise not to state or imply that we have developed, endorsed, reviewed or otherwise approved of any of your Products.

If you decide to promote or publicize any of our products or services in connection with your Products, you’ll need to make sure that you abide by the terms of this Agreement, the Program Terms, the TOS, our trademark policy, and any other applicable GitHub policies. Subject to the terms and conditions of this Agreement and the TOS, and during the term of this Agreement, we grant you a limited, revocable, worldwide, non-exclusive, non-transferable license to use our trademarks, service marks, and logos (collectively, the “GitHub Marks”) in accordance with our trademark policy and as specified in the Program Terms, solely for the purpose of publicizing your membership in the Program.

We want to tell the world about you, and your participation in the Program. To help us do that, you grant us a limited, revocable, worldwide, non-exclusive, non-transferable license to use your trademarks, service marks, and logos (collectively, the “Partner Marks”) in our marketing materials, solely for the purpose of promoting the Program and publicizing your participation in it.

Except as set forth in this Agreement and the TOS, nothing in this Agreement will be deemed to grant to one party any right, title or interest in or to the other party’s Marks. You agree not to, whether during or after the term of this Agreement: (i) challenge or assist others in challenging the GitHub Marks, or our registration or enforcement of the GitHub Marks; (ii) attempt to adopt, use, apply for, or register any trademark, service mark, logo, URL, Internet domain name, or symbol that is confusingly similar to the GitHub Marks; or (iii) make any negative, false, or disparaging statements (whether written or oral) to any third-party about us, our products, or our services.

Confidentiality; Pre-Release Materials

As a registered developer in the Program, you may get access to special information not available to the rest of the world. Due to the sensitive nature of this information, it’s important for us to make sure that you keep that information secret.

You agree that any non-public information we give you, or that you may have access to as part of the Program, will be considered GitHub’s confidential information (collectively, “Confidential Information”), regardless of whether it is marked or identified as such. You agree to only use such Confidential Information for your authorized purposes as a participant in the Program (the “Purpose”), and not for any other purpose. You should take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of our Confidential Information. You promise not to disclose, publish, or disseminate any Confidential Information to any third-party other than your employees and contractors, and then only to the extent that: (i) they need to know the Confidential Information for the Purpose; (ii) you make them aware of the confidential nature of the Confidential Information; (iii) you remain responsible for the acts and omissions of such employees and contractors; and (iv) we don’t otherwise prohibit or restrict such disclosure.

You understand that unauthorized disclosure or use of our Confidential Information could cause us irreparable harm, and significant injury that may be difficult for us to quantify. Accordingly, you agree that we’ll have the right to seek immediate injunctive relief to make sure you comply with this Agreement, in addition to any other rights and remedies we may have. If you are required by law, regulation or a valid binding order of a court of competent jurisdiction to disclose our Confidential Information, you may do so, but only if you notify us before you do, and do your best to limit such disclosure and to seek confidential, protective treatment of such information.

The obligations in this Section 6 won’t apply to information that you can prove: (i) was generally available to the public before we disclosed it to you; (ii) became generally available to the public after we disclosed it to you, through no action or inaction on your part, or on the part of your employees or contractors; (iii) you knew about before we disclosed it to you; (iv) was disclosed to you by a third-party, who didn’t have any confidentiality obligations with respect to it; (v) you independently developed without breach of any confidentiality obligation to us or any third-party; or (vi) we gave you permission to disclose, in a writing signed by one of our authorized representatives.

If We give you any pre-release software or related documentation or materials, which may include videos or other forms of content (“Pre-Release Materials”), then subject to your compliance with the terms and conditions of this Agreement and the TOS, we hereby grant you a nonexclusive, nontransferable, revocable right and license to use the Pre-Release Materials solely to support your testing and/or development of products or services that are designed to operate in combination with the systems or programs for which the Pre-Release Materials are designed. If the Pre-Release Materials are accompanied by a separate license agreement, you agree that the separate license agreement (in addition to any more restrictive provisions contained in this Agreement or the TOS) will apply. You agree not to decompile, reverse engineer, disassemble, or otherwise reduce the Pre-Release Materials to a human-perceivable form, and you promise not to modify, network, rent, lease, transmit, sell, or loan the Pre-Release Materials, in whole or in part. You understand that we’re under no obligation to provide any Pre-Release Materials to you, to provide you with updates, enhancements, or corrections to the Pre-Release Materials, or to notify you of changes that we make to our products and services, now or in the future.

Fees and Payment

There may be fees associated with participating in the Program. We’ll tell you what those fees are in the Program Terms, as we update them from time to time (the “Program Fees”). If you gave us your payment information before, you agree that we can charge the same credit card or PayPal account as part of this Agreement. Otherwise, you’ll need to give us a valid payment account, and other supporting information. Except as otherwise expressly provided in Section 8, any payments you make to us for the Program are non-refundable.You give us permission to automatically charge your payment account on the anniversary of your first payment date to cover all of the coming year’s Program Fees, unless you terminate this Agreement first according to Section 8. All fees are due in U.S. Dollars, and are exclusive of all taxes, levies, or duties imposed by taxing authorities (you’re responsible for all of those, except for taxes based on our income).

Term and Termination

This Agreement begins on the date you click “Agree”, and continues for a period of one (1) year. This Agreement will automatically renew for successive one-year terms unless either party gives written notice at least thirty (30) days before the current term expires that it wants to terminate, or one of us terminates it earlier in accordance with this Section 8.

Either you or GitHub may terminate this Agreement for any reason, without cause, upon thirty (30) days prior written notice to the other. If we terminate this Agreement or discontinue your access to the Program for any reason other than your breach of this Agreement, the Program Terms, or the TOS, we will, as your sole remedy and our sole obligation for such termination, refund you the pro rata portion of the Program Fees you paid us for the current term of this Agreement. This Agreement will terminate immediately, without the requirement of notice, if you breach any term of this Agreement, the Program Terms, or the TOS.

The rights and obligations in Sections 1, 2, 3 (second and third paragraphs), 4, 5 (second and last paragraphs), 6, 7, and 9 through 21 of this Agreement will survive the termination or expiration of this Agreement. Upon termination or expiration of this Agreement all of the rights and licenses we granted you in this Agreement will immediately cease to exist, you will return (or, at our request, destroy) all of our Confidential Information and any copies (including electronic copies) which are in your possession or control, and you will certify in writing that you’ve complied with these requirements.

Warranties and Disclaimers

You warrant to us that you: (i) have the authority to execute this Agreement and to perform its obligations; (ii) will conduct business in a manner that reflects favorably at all times on GitHub’s products and services and our good name, goodwill and reputation; (iii) will make no false or misleading statements or representations regarding GitHub or our products and services; (iv) will not take on any obligation or responsibility, or make any representation, warranty, guarantee or endorsement to anyone on our behalf (including, without limitation, any of our products or services); and (v) will not state or imply that We have developed, endorsed, reviewed or otherwise approved of any of your Products.

THE PROGRAM, THE API AND ANY CONFIDENTIAL INFORMATION WE GIVE YOU (INCLUDING, WITHOUT LIMITATION, THE PRE-RELEASE MATERIALS) ARE PROVIDED “AS IS”, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WE SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT ANY SERVICES OR PRODUCTS WE MAKE AVAILABLE TO YOU WILL MEET YOUR OR YOUR END USERS’ REQUIREMENTS.

Indemnity

We’re giving you lots of useful pre-release stuff as part of the Program, and there are ways that you could use that stuff improperly that could cause us harm. With that in mind, and since we can’t control the ways that you participate in the Program, you agree that you will indemnify, defend and hold us harmless from and against any and all claims which may arise under or out of your participation in the Program; your use of the API, our Confidential Information, or any other GitHub products and services; your negligence or intentional misconduct; your Products, or any integrations you develop, design, promote or distribute using our API or any Confidential Information; any misrepresentations you make with respect to us, or our products or services; or your violation of any part of this Agreement.

Limitation of Liability

IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), OR ANY OTHER THEORY, AND WHETHER OR NOT WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, EXCEED THE GREATER OF (I) AMOUNTS YOU ACTUALLY PAID US UNDER THIS AGREEMENT; OR (II) FIVE HUNDRED DOLLARS ($500). THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED IN THIS AGREEMENT.

Export Control

You aren’t allowed to export or re-export any of our Confidential Information, except as authorized by United States law and the laws of the jurisdiction in which the Confidential Information was obtained. In particular, you aren’t allowed to export or re-export our Confidential Information into any U.S. embargoed countries, to anyone on the U.S. Treasury Department's list of Specially Designated Nationals, or to anyone on the U.S. Department of Commerce Denied Person's List or Entity List. By joining the Program or receiving any of our Confidential Information, you represent and warrant that you are not located in any such country or on any such list.

Proprietary Rights

You agree that GitHub and its licensors own all right, title and interest in and to the API, the Pre-Release Materials, and all other GitHub products and services; all information and data relating to their configurations and combinations; and all modifications to and derivative works of any of the foregoing. You agree not to remove, alter, cover or obfuscate any copyright or other proprietary rights notices we place on or embed in the API, the Pre-Release Materials, or any other other GitHub products and services.

Government Users

If you are a Government entity, this Section applies to you. Certain of our Confidential Information may be considered “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. GitHub, Inc. 88 Colin P. Kelly Street, San Francisco, CA 94107.

Independent Development

Nothing in this Agreement will impair our right to develop, acquire, license, market, promote or distribute products, software or technologies that may compete with your Products.

Feedback

We’re always trying to improve, and your feedback will help us do that. If you choose to give us feedback, suggestions or recommendations for the Program or for our products or services (collectively, “Feedback”), you acknowledge and agree that we’re free to use that Feedback in any way we want, without restriction (subject to any applicable patents or copyrights, of course).

Independent Contractors

The parties to this Agreement are independent contractors. Neither of us will be deemed to be an employee, agent, partner, franchisor, franchisee or legal representative of the other for any purpose and neither of us will have any right, power or authority to create any obligation or responsibility on behalf of the other.

Assignment

You aren’t allowed to assign or transfer this Agreement, or any of your rights under it, in whole or in part, by operation of law or otherwise, without our prior written consent.

Governing Law and Venue

This Agreement will be interpreted and construed in accordance with the laws of the State of California, without regard to conflict of law principles. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, and each of us hereby consents to personal jurisdiction there.

Amendments; Waivers; No Third-Party Beneficiaries

This Agreement may not be changed, except by a writing signed by both parties. Any waiver of the provisions of this Agreement or of a party's rights or remedies under this Agreement must be in writing to be effective. If any term, condition, or provision in this Agreement is found to be invalid or unenforceable, the remaining terms will continue to be valid and enforceable to the fullest extent permitted by law. We each expressly agree that there are no third-party beneficiaries to this Agreement.

Entire Agreement

This Agreement, the TOS, and the Program Terms contain the entire agreement of the parties with respect to its subject matter and supersede all prior communications, representations, understandings and agreements, whether written or oral. The terms or conditions of any of your purchase orders, acknowledgements, or other documents that you send us in connection with this Agreement will be null and void, and of no effect.